Antibribery Compliance Questionnaire

ANTIBRIBERY COMPLIANCE QUESTIONNAIRE

This Antibribery Compliance Questionnaire (the Questionnaire) is made as of Date: between Company Name: ("Company") and Respondent Name: ("Respondent").

RECITALS

WHEREAS, Company requires business partners, suppliers, consultants and other third parties to comply with applicable anti-bribery and anticorruption laws and Company policies prohibiting improper payments, gifts, or advantages to public officials and private parties; and

WHEREAS, Respondent performs or may perform services for Company or otherwise seek to enter into commercial arrangements with Company and has been requested to provide complete and accurate responses to this Questionnaire to enable Company to evaluate Respondent's compliance with anticorruption obligations; and

WHEREAS, the Parties intend that Respondent's answers to this Questionnaire will be relied upon by Company in determining whether to engage in or continue a business relationship with Respondent.

NOW THEREFORE, in consideration of the mutual covenants and representations contained herein, and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows.

1. DEFINITIONS

For purposes of this Questionnaire, "Bribe" means any offer, payment, promise, gift, gratuity, facilitation payment, favor, or other advantage offered, given, solicited, or received to improperly influence any act or decision of a public official or private person in connection with Respondent's business or performance of services. "Public Official" includes any officer, employee or representative of a government, government-owned entity, political party, candidate for public office, or public international organization.

2. RESPONDENT IDENTIFICATION AND CONTACTS

3. POLICIES, PROCEDURES AND CONTROLS

3.1 Anti-Bribery Policy: Does Respondent maintain a written anti-bribery and anticorruption policy that prohibits Bribes and addresses relationships with public officials and third parties? Yes No

4. THIRD-PARTY INTERMEDIARIES AND AGENTS

4.1 Does Respondent retain agents, consultants, distributors, joint venture partners, or other third parties to act on its behalf in dealings with customers, governments or third parties? Yes No

4.2 Due Diligence: Describe the procedures used to screen and approve third parties, including identification checks, references, and anti-bribery clauses in contracts.

5. GIFTS, HOSPITALITY AND FACILITATION PAYMENTS

5.1 Gifts and Hospitality Threshold: Does Respondent maintain maximum monetary or value thresholds for gifts or hospitality to customers or officials? If yes, state the threshold and approval process.

5.2 Facilitation Payments: Are facilitation payments permitted under any circumstances? Yes No

6. TRAINING, REPORTING AND WHISTLEBLOWER PROTECTIONS

6.1 Training: Describe frequency and scope of anti-bribery training provided to employees and relevant third parties, including records retention.

6.2 Reporting Channels: Provide the methods available for employees or third parties to report suspected violations and measures taken to protect reporters from retaliation.

7. INVESTIGATIONS, REMEDIAL ACTIONS AND HISTORY

7.1 Has Respondent, or any of its directors or senior officers, been the subject of any government, regulatory or internal investigation, indictment, conviction, or settlement relating to bribery or corruption? Yes No

8. RECORDS, AUDIT RIGHTS, AND COOPERATION

8.1 Books and Records: Respondent confirms that its books, records, and accounts accurately and fairly reflect transactions and are maintained in reasonable detail to permit review of any payments or transfers of value.

8.2 Audit and Cooperation: Respondent agrees that Company may request reasonable documentation to verify the responses contained herein and that Respondent will cooperate promptly with any inquiry or audit related to anti-bribery compliance, subject to applicable confidentiality obligations and legal restrictions.

9. REPRESENTATIONS, WARRANTIES AND CERTIFICATION

Respondent hereby represents and warrants that: (a) the information provided in this Questionnaire is true, complete and correct as of the date signed; (b) Respondent has not offered, paid, promised or authorized any Bribe in connection with its business with Company; and (c) Respondent will notify Company promptly if any material change occurs in the accuracy of the responses or if Respondent becomes aware of any potential violation of applicable anti-bribery laws or policies.

Respondent further certifies that it will comply with all applicable anti-bribery laws and will take prompt remedial action, including disciplinary measures and contract termination of implicated personnel or third parties, if a violation is identified.

I certify that the information provided in this Questionnaire is complete, true and accurate and that I am authorized to make this certification on behalf of Respondent.

10. REMEDIES, INDEMNIFICATION AND TERMINATION

In the event of a material misrepresentation, omission, or breach of the representations and warranties contained herein, Company reserves the right, in its sole discretion, to suspend performance, terminate any agreement with Respondent, seek indemnification for losses arising from the breach, and pursue any available legal or equitable remedy.

11. MISCELLANEOUS

Governing Law: This Questionnaire and any dispute arising out of or relating to it shall be governed by the substantive laws of the jurisdiction specified by Company at the time of execution, without regard to conflict of law principles, except where mandatory law dictates otherwise. Please state governing jurisdiction.

Entire Agreement: The responses and certifications contained in this Questionnaire, together with any referenced attachments and any controlling written agreement between the Parties, constitute the entire understanding between the Parties with respect to the matters addressed herein and supersede all prior understandings.

Severability: If any provision of this Questionnaire is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Notices: All notices and communications required or permitted under this Questionnaire shall be in writing and delivered to the contact persons and addresses provided above or to such other address as a Party may designate in writing.

Amendments and Waiver: Any amendment or waiver of any provision of this Questionnaire must be in writing and signed by authorized representatives of both Parties.

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